Indemnification by ARM Sample Clauses
The "Indemnification by ARM" clause requires ARM to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to ARM. Typically, this clause applies if ARM’s conduct, such as breach of contract, negligence, or infringement of third-party rights, results in claims or legal expenses against the other party. Its core function is to allocate risk by ensuring that ARM bears responsibility for certain harms it causes, thereby protecting the other party from financial or legal consequences stemming from ARM’s actions.
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Indemnification by ARM. ARM agrees to indemnify, defend and hold harmless SRCR from and against any losses, costs, damage(s) and expenses (including but not limited to attorneys' fees and costs) incurred by SRCR and resulting from any breach by ARM of any of ARM's representations, warranties and covenants set forth in this Agreement. In furtherance and not in limitation of the foregoing indemnity, ARM shall indemnify and hold harmless SRCR from and against all claims asserted against, and all losses, costs, damages and expenses incurred by SRCR arising from the business conducted by ARM prior to the Closing. SRCR shall promptly notify ARM of the existence of any claim, demand or other matter to which ARM's indemnification obligations would apply and shall give ARM reasonable opportunity to defend the same at its own expense and with counsel of its own selection; provided, that SRCR shall at all times also have the right to fully participate in the defense at its own expense. If ARM shall, within a reasonable time after such notice, fail to defend, SRCR shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle, the claim or other matter on behalf of ARM. If the claim is one that cannot by its nature be defended solely by ARM, SRCR shall make available all information and assistance that ARM may reasonably request.